Financial Data and Key Metrics Changes - Total revenues for Q3 2023 reached $83.5 million, reflecting a 6.3% increase from the prior-year quarter [8][23] - Adjusted EBITDA for Q3 was $7.9 million, or 9.4% of revenue, showing a slight increase from $7.5 million or 9.3% in Q2 [11][48] - Gross profit margins expanded to 35.9%, up from 35.7% in the prior-year quarter [28] Business Line Data and Key Metrics Changes - The Property Management segment grew revenues by 8.2% in Q3, building on a 34.1% growth in the same quarter last year, resulting in over 42% cumulative growth compared to 2021 [8][23] - The Professional segment's revenues increased by 5%, but organic sales declined by 20.6% compared to the prior-year quarter [27][23] - Professional segment gross margins improved to 33.2%, up 130 basis points due to acquired businesses and a shift away from low-margin IT placements [10] Market Data and Key Metrics Changes - The company is positioned well in a choppy demand environment due to economic uncertainties and high interest rates, with a diversified client base across end markets [6] - The National Apartment Association anticipates approximately 4.3 million new apartments to be built by 2035, which the company plans to leverage for growth [33] Company Strategy and Development Direction - The company aims to grow through both organic and inorganic revenues, focusing on higher value and specialized offerings in both segments [5] - Strategic investments in people, processes, and technology over the last three years have enhanced the company's stability and capabilities [6] - The company plans to continue focusing on strategic initiatives to expand its business and improve profitability [16] Management's Comments on Operating Environment and Future Outlook - Management remains optimistic about the company's prospects, citing significant progress in strategic repositioning and a focus on higher value consulting and managed solutions [14][50] - The company expects the professional segment to stabilize in Q4, despite difficult comparisons, and anticipates normal seasonality in property management [16][52] Other Important Information - The company maintains a disciplined capital allocation strategy, focusing on growth investments, debt paydown, and consistent capital returns to shareholders [31] - The company is in the process of refinancing its credit facility with a group of committed banks [49] Q&A Session Summary Question: How large of a piece is that of the professional segment? - Management noted that the first two months of the quarter were slower, but activity picked up in September, leading to optimism for Q4 [40] Question: Could you give an update on the progress since acquiring Arroyo and Horn? - Management highlighted that the acquisitions have allowed for enhanced offerings and integration, which is expected to drive revenue growth [41][56] Question: What are the trends in wage rates and competition? - Management indicated that there were no significant changes in wage competition noted [46] Question: How many offices are currently open in the Property Management segment? - Management stated that they are operating in approximately 64 markets and are looking to expand further using a new sales force mapping tool [80][81] Question: What is the plan for opening new offices in the real estate division? - Management clarified that they do not have brick-and-mortar offices but focus on hiring salespeople to penetrate markets [94]

Revenue Growth - Property Management revenues increased by approximately $2.8 million, representing an 8.2% growth, primarily due to higher billing rates[11] - Gross profit for the Property Management segment rose by approximately $0.7 million, or 4.8%, despite a decline in permanent placement business[12] - Professional revenues increased by approximately $12.1 million, or 9.2%, with Horn Solutions and Arroyo Consulting contributing a combined total of $28.9 million[15] Expenses and Financial Position - Interest expense, net increased by approximately $3.7 million, primarily due to higher debt balances related to acquisitions and rising interest rates[16] - Selling, general and administrative expenses increased by $2.3 million, with selling expenses accounting for approximately 78% of this increase[13] Cash Flow and Working Capital - Cash provided by operating activities was $15.1 million, compared to a cash usage of $5.6 million in the prior year[20] - The company reported a working capital deficit of $14.6 million as of October 1, 2023, compared to a positive working capital of $48.0 million on January 1, 2023[20] - The company is focused on opening new markets and believes cash generated from operations will meet working capital needs for at least the next twelve months[19] Financing and Borrowing - The Revolving Facility allows borrowing up to $35.0 million, with a term loan commitment of up to $30.0 million, which has been fully funded and repaid[23] Operational Adjustments - The company has implemented a pricing model adjustment to mitigate the impacts of inflation on its operations[30]

BGSF, Inc. (NYSE:BGSF) Q2 2023 Earnings Conference Call August 10, 2023 9:00 AM ET Company Participants Sandy Martin - Three Part Advisors Beth Garvey - Chair, President and CEO John Barnett - CFO Conference Call Participants Jeff Martin - ROTH Capital Howard Halpern - Taglich Brothers Michael Taglich - Taglich Brothers Operator Good morning. Welcome to the BGSF Inc. Fiscal 2023 Second Quarter Financial Results Conference Call. All lines have been placed on mute to prevent any background noise. As a reminde ...

Financial Data and Key Metrics Changes - Total revenues for the first quarter were $75.3 million, representing a 9.9% increase compared to the prior year quarter [20][72] - Gross profit margins expanded by 140 basis points to 35.6% compared to the prior year quarter [8][72] - Adjusted EBITDA for the first quarter was $4.3 million, up from $3.9 million in the prior year quarter [21] - Adjusted earnings per diluted share decreased to $0.16 from $0.23 in the prior year quarter, primarily due to higher interest expenses related to acquisitions [21][62] Business Line Data and Key Metrics Changes - The Real Estate segment revenue increased by 9.6% compared to the prior year quarter [20] - The Professional segment revenue increased by 10.1%, including incremental revenue from the Horn Solutions acquisition; however, excluding Horn Solutions, the Professional segment was down 5.9% [20][38] - Professional gross profit margin grew by 130 basis points to 32.9%, while Real Estate gross profit margin increased by 150 basis points to 39.9% [8] Market Data and Key Metrics Changes - The customer base remains consistent, with some buying and selling activity among customers; however, growth is seen in newly opened markets [3] - Some markets in the U.S. are rebounding post-COVID, while others are slower to recover [3] Company Strategy and Development Direction - The company is focused on four strategic initiatives for 2023, including M&A growth, rebranding, process improvements, and shared services [2] - The transition to a single brand, BGSF, is expected to enhance brand power and reduce market confusion [2][22] - The company aims to expand its offerings globally and is actively seeking accretive acquisitions to enhance its client base and expertise [63] Management's Comments on Operating Environment and Future Outlook - Management noted longer decision-making times in the selling cycle, impacting the Professional segment, but solid demand for ERP and cloud migration services persists [19] - The company expects revenue seasonality to normalize, with consulting projects ramping up in the second quarter [10] - There are anticipated macro headwinds on the Professional side, but high-value consulting and managed services are expected to remain resilient and grow in 2023 [10] Other Important Information - The company reported a non-cash charge of $22.5 million related to rebranding and intangible asset impairment, negatively impacting net income [61] - Accounts receivable totaled $62.5 million, with a working capital ratio strengthening from 2.7 to 2.9 [62] Q&A Session Summary Question: Can you discuss the gross margin profile of the recent acquisition of Arroyo and any seasonality in their business? - Management indicated that Arroyo's gross margin profile aligns with the rest of the business and that there is no significant seasonality in their project-driven assignments [24] Question: What type of activity has started regarding cross-selling after the Horn acquisition, and how is growth in the Real Estate segment being driven? - Management noted that cross-selling activities are in progress, and growth in the Real Estate segment is coming from both existing and new customers [44] Question: What is the growth potential for the Royal acquisition, and how easy is it to scale that business? - Management expressed optimism about the growth potential for Royal, highlighting strong customer demand and readiness to introduce Royal to the existing client base [46]

Financial Data and Key Metrics Changes - The company reported record revenues of $298 million for 2022, a 24.8% increase over 2021, with adjusted EBITDA and adjusted EPS up 45% and 47% respectively compared to the prior year [13][19] - Fourth quarter revenues increased by 14.2% to $77.3 million, with property management growing by 16.6% and professional services increasing by 8.9% on an organic basis [18][19] - The effective tax rate for Q4 was 33% for 2022, compared to 24.3% in the previous year [19][51] Business Line Data and Key Metrics Changes - Property management revenues grew by 31.6% year-over-year, while professional services increased by 19.7% organically [19] - Professional wage rates increased by 17%, and property management wage rates increased by 10% quarter-over-quarter [18] - Permanent placement revenues were up 13.5% year-over-year [19] Market Data and Key Metrics Changes - The company operates in 64 active markets in real estate and is targeting six new markets for the upcoming year [38] - The managed services division, bolstered by the acquisition of Horn Solutions, doubled in size, contributing $1.4 million in revenue for December [19][24] Company Strategy and Development Direction - The company plans to rebrand all businesses under the BGSF name by the end of Q2 2023 to enhance market presence and cross-selling opportunities [52][47] - A focus on IT modernization and strategic acquisitions is expected to drive growth and improve margins, with a specific emphasis on high-value consulting and managed services [15][36] - The company aims to leverage technology for territory mapping and market expansion in the real estate segment [34] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about growth prospects in both real estate and professional consulting, citing pent-up demand in multifamily and a return to work in commercial sectors [57][58] - The company anticipates a strong year in 2023, supported by low unemployment rates and a focus on finding and training talent [58] - Management acknowledged challenges in Q4 due to increased SG&A expenses but remains confident in the long-term benefits of recent investments [50][91] Other Important Information - The company is transitioning to a new CFO, John Barnett, with Dan Hollenbach assisting in the transition [14][17] - The acquisition of Horn Solutions is seen as a strategic fit that enhances the company's consulting capabilities and market reach [24][70] Q&A Session Summary Question: How many offices did you end the year in, and what is the pace of openings anticipated? - The company has 64 active markets in real estate and is targeting six new markets next year [38] Question: Is the $4 million increase in SG&A going to be the new baseline going forward? - The $23 million figure may serve as a new baseline, but it includes some one-time transaction fees and catch-up expenses [39] Question: What are the cross-sell opportunities with Horn? - The teams are excited about the Horn acquisition, with immediate cross-selling initiatives already underway [42] Question: Is there still pent-up demand in the market? - There is still pent-up demand, particularly as companies return to the office [71][103] Question: How should we think about EBITDA margins in 2023? - Management expects to leverage investments made in 2022 to improve EBITDA margins moving forward [72]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36704 BGSF, INC. (exact name of registrant as specified in its charter) Delaware 26-0656684 (State or other jurisdiction ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited consolidated financial statements for Q2 2022 reflect significant changes due to the Light Industrial segment sale, including decreased assets, substantial revenue growth, a $17.3 million gain, and debt elimination [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) As of June 26, 2022, total assets decreased to $136.0 million and total liabilities to $42.7 million, primarily due to discontinued operations and debt paydown, leading to increased stockholders' equity Consolidated Balance Sheet Highlights (in thousands) | Account | June 26, 2022 | December 26, 2021 | | :--- | :--- | :--- | | **Total current assets** | $56,718 | $60,170 | | **Total assets** | **$135,966** | **$148,294** | | **Total current liabilities** | $23,139 | $28,384 | | **Long-term debt** | $0 | $23,300 | | **Total liabilities** | **$42,682** | **$71,702** | | **Total stockholders' equity** | $93,284 | $76,592 | - Assets and liabilities of discontinued operations, which were **$14.4 million** and **$1.5 million** respectively at the end of 2021, were removed from the balance sheet following the sale of the Light Industrial segment in March 2022[13](index=13&type=chunk)[92](index=92&type=chunk) [Unaudited Consolidated Statements of Operations and Comprehensive Income](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) Q2 2022 revenues from continuing operations increased 29.1% to $74.1 million, with 26-week net income reaching $19.0 million, primarily due to a $17.3 million gain on discontinued operations sale Q2 Performance Comparison (in thousands, except per share data) | Metric | Q2 2022 | Q2 2021 | | :--- | :--- | :--- | | **Revenues** | $74,089 | $57,398 | | **Gross Profit** | $25,059 | $19,247 | | **Operating Income** | $4,239 | $3,307 | | **Income from Continuing Operations** | $3,184 | $2,596 | | **Net Income** | $3,176 | $3,443 | | **Diluted EPS (Continuing Ops)** | $0.30 | $0.25 | 26-Week Performance Comparison (in thousands, except per share data) | Metric | 26 Weeks 2022 | 26 Weeks 2021 | | :--- | :--- | :--- | | **Revenues** | $142,631 | $107,148 | | **Income from Continuing Operations** | $5,191 | $2,337 | | **Gain on sale of discontinued ops** | $17,266 | $0 | | **Net Income** | $18,976 | $4,155 | | **Diluted EPS (Total)** | $1.82 | $0.40 | - Cash dividends declared per common share increased to **$0.15** in Q2 2022 from **$0.10** in Q2 2021[17](index=17&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) For the first 26 weeks of 2022, cash from continuing operations improved to $1.2 million, investing activities provided $26.8 million from a business sale, and financing used $25.8 million for debt repayment and dividends Cash Flow Summary for 26-Week Periods (in thousands) | Activity | Ended June 26, 2022 | Ended June 27, 2021 | | :--- | :--- | :--- | | **Net cash from continuing operating activities** | $1,217 | $(2,366) | | **Net cash from continuing investing activities** | $26,775 | $(4,856) | | **Net cash from continuing financing activities** | $(25,760) | $3,145 | - The company received **$30.3 million** from the sale of its discontinued operations (InStaff)[23](index=23&type=chunk) - The company made principal payments on long-term debt of **$26.9 million**, effectively paying off its Term Loan[25](index=25&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail the company's two continuing segments after the March 2022 sale of the Light Industrial segment for $30.3 million, yielding a $17.3 million gain used to pay off the Term Loan, with a subsequent dividend declaration - On March 21, 2022, the company sold its Light Industrial segment (InStaff) for approximately **$30.3 million** in cash, plus **$2.0 million** in deferred consideration, resulting in a gain of **$17.3 million**[28](index=28&type=chunk)[89](index=89&type=chunk) - The company operates in two segments: Real Estate (providing office/maintenance talent to properties) and Professional (providing IT, finance, accounting, legal, and HR talent)[31](index=31&type=chunk)[32](index=32&type=chunk) - On March 21, 2022, the company used proceeds from the sale of the Light Industrial segment to pay down the entire balance of its existing Term Loan[103](index=103&type=chunk) - On August 3, 2022, the board declared a cash dividend of **$0.15** per share[131](index=131&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes strong Q2 2022 performance to growth in Real Estate and Professional segments, with revenues up 29.1% to $74.1 million, highlighting the strategic InStaff segment sale and improved liquidity - The sale of the Light Industrial (InStaff) segment on March 21, 2022, for approximately **$30.3 million** is a key strategic shift, allowing the company to focus on its higher-margin Professional and Real Estate segments[136](index=136&type=chunk)[137](index=137&type=chunk) Adjusted EBITDA from Continuing Operations (in thousands) | Period | 2022 | 2021 | | :--- | :--- | :--- | | **Thirteen Weeks** | $5,403 | $3,212 | | **Twenty-six Weeks** | $9,329 | $4,480 | - The company believes cash from operations and its Revolving Facility are sufficient to meet working capital needs for at least the next twelve months[172](index=172&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 2022 total revenue increased 29.1% to $74.1 million, driven by strong growth in Real Estate and Professional segments, leading to a 30.2% rise in gross profit and improved gross margin Q2 2022 vs Q2 2021 Revenue by Segment (in thousands) | Segment | Q2 2022 | Q2 2021 | % Change | | :--- | :--- | :--- | :--- | | Real Estate | $29,980 | $21,212 | 41.3% | | Professional | $44,109 | $36,186 | 21.9% | | **Total** | **$74,089** | **$57,398** | **29.1%** | 26-Week 2022 vs 2021 Revenue by Segment (in thousands) | Segment | 26-Wk 2022 | 26-Wk 2021 | % Change | | :--- | :--- | :--- | :--- | | Real Estate | $55,896 | $39,825 | 40.4% | | Professional | $86,735 | $67,323 | 28.8% | | **Total** | **$142,631** | **$107,148** | **33.1%** | - The increase in Real Estate revenue for Q2 was driven by a **27.6%** increase in billed hours and a **10.7%** increase in average bill rate[146](index=146&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Primary liquidity sources are cash from operations and the Revolving Facility, with InStaff sale proceeds used to pay down the Term Loan, increasing working capital and ensuring sufficient liquidity for the next year - Primary sources of liquidity are cash from operations and a Revolving Facility maturing July 16, 2024[172](index=172&type=chunk) - In Fiscal 2022, the company paid down **$26.9 million** on its Term Loan, paid **$3.1 million** in dividends, and borrowed a net **$4.9 million** on its Revolving Facility[182](index=182&type=chunk) - On March 21, 2022, the company paid down the balance on the existing Term Loan and a portion of the Revolving Facility using proceeds from the sale of the Light Industrial segment[185](index=185&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rates and inflation, with variable-rate debt exposing it to rate increases, though inflationary impacts have been moderated through pricing adjustments - The company's primary market risk exposures are related to interest rate and inflation risks[215](index=215&type=chunk) - Future interest rate increases could adversely impact earnings and cash flows due to variable-rate debt under the Revolving Facility[215](index=215&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 26, 2022, the CEO and CFO concluded that disclosure controls and procedures are effective, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of the end of the period, the company's disclosure controls and procedures are effective[216](index=216&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[217](index=217&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) No changes in legal proceedings have occurred since the Annual Report on Form 10-K for the fiscal year ended December 26, 2021 - No change from the information provided in the Annual Report on Form 10-K for the fiscal year ended December 26, 2021[220](index=220&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor highlights the potential negative impact of the current inflationary environment and related interest rate increases on demand for workforce solutions and financial performance - A new risk factor was added concerning the current inflationary environment and related interest rate impacts, which may reduce demand for workforce solutions and negatively affect business, financial condition, and results of operations[222](index=222&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36704 BGSF, INC. (exact name of registrant as specified in its charter) Delaware 26-0656684 (State or other jurisdiction of i ...

| --- | --- | |-------|---------------------------------------------------------------------------------------| | | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 _______________ | | | FORM 10-K | | | _______________ | (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BGS ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36704 BGSF, INC. (exact name of registrant as specified in its charter) Delaware 26-0656684 (State or other jurisdiction ...